Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. Purchaser shall indemnify Seller and its officers, directors, shareholders, employees, agents and representatives against, and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect of: (a) any breach of any representation, warranty of Purchaser contained in this Agreement; or (b) any breach of any covenant of Purchaser contained in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller Seller, its Affiliates and its each of their respective officers, directors, shareholdersemployees, employeesstockholders, agents and representatives against, and agrees to hold them harmless from, any LossesLoss, as incurred (payable promptly upon written request), for or on account of, or to the extent arising from or in connection with or otherwise with respect ofto: (a) any breach of any representation, warranty of Purchaser contained in this Agreement; or (b) any breach of any covenant of Purchaser contained in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller and its officers, directors, shareholders, employees, agents hold harmless the Company against any and representatives against, and agrees to hold them harmless all Losses sustained by the Company resulting from, any Losses, as incurred (payable promptly upon written request), for or on account arising out of, or arising from connected with any inaccuracy in, breach of, or in connection with or otherwise with respect of: (a) any breach nonfulfillment of any representation, warranty warranty, covenant or agreement made by or other obligation of Purchaser contained in this Agreement; or (b) . Notwithstanding the foregoing, Purchaser shall not be liable for any breach of the Company's lost profits or any covenant of Purchaser contained in this Agreementincidental or consequential damages.

Indemnification by Purchaser. Purchaser shall indemnify Seller agrees to indemnify, defend and its hold the Sellers, their officers, directorsdirectors and affiliates, shareholders, employees, agents harmless from and representatives against, and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect of: (a) any breach of any representationand all losses, damages, costs and reasonable expenses (including, without limitation, reasonable expenses of investigation and defense fees and disbursements of counsel and other professionals) that the Sellers may incur arising out of or due to any inaccuracy of any representation or warranty of Purchaser contained in this Agreement; or (b) any Agreement and the breach of any other material agreement or covenant of Purchaser contained in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller and its officers, directors, shareholders, employees, agents and representatives againsthold harmless the Sellers, and agrees to hold them harmless from, will reimburse the Sellers for any Losses, as incurred (payable promptly upon written request), for or on account of, or Losses arising from or in connection with or otherwise with respect ofany of the following: (ai) any inaccuracy or breach of any representation, representation or warranty of made by Purchaser contained in this Agreement; or (bii) any breach of any covenant or obligation of Purchaser contained in this AgreementAgreement or any Transaction Document.

Indemnification by Purchaser. Purchaser shall indemnify Seller and its officershold harmless Sellers against any losses, directorsclaims, shareholdersdamages, employees, agents and representatives against, and agrees expenses or liabilities to hold them harmless from, any Losses, which Sellers may become subject insofar as incurred (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect of: (a) such Losses arise out of any breach of any representationthe representations, warranty of Purchaser contained in this Agreement; or (b) any breach of any covenant of Purchaser warranties or covenants contained in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller hereby agrees to indemnify, defend and hold Seller, its shareholders, members, officers, directors, controlling persons, Affiliates and agents, harmless from and against any Losses asserted against, imposed upon or incurred by Seller, its shareholders, employeesmembers, agents officers, directors, controlling persons and representatives againstagents, and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect of: out of (a) any inaccuracy in or breach of any representation, warranty of Purchaser contained Purchaser’s representations and warranties set forth in this Agreement; or Agreement or (b) any breach of any covenant or agreement of Purchaser contained in under this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller agrees to indemnify, defend and its officers, directors, shareholders, employees, agents hold harmless Sellers and representatives againsteach of their respective Affiliates, and agrees their heirs and successors, against any Losses relating to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect of: (a) out of any breach of any representation, representation or warranty of or covenant made by Purchaser contained in this Agreement; or (b) any breach of any covenant of Purchaser contained in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless each Seller and its officersSeller’s agents, directorsaffiliates, shareholdersrepresentatives and their respective successors and assigns (collectively, employees, agents the “Seller Indemnified Persons”) from and representatives against, against any and agrees to hold them harmless from, all Losses resulting directly or indirectly from (i) any Losses, as incurred (payable promptly upon written request), for or on account breach of, or arising from inaccuracy in, any representation or warranty made by the Purchaser in connection with or otherwise with respect of: this Agreement and (aii) any breach of failure by Purchaser to perform or comply with any representationagreement, warranty of Purchaser contained in this Agreement; or (b) any breach of any covenant of Purchaser contained or obligation in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller and its officers, directors, shareholders, employees, agents and representatives against, and agrees to indemnify and hold them harmless from, Xxxxxx from and against any Losses, as and all Losses arising out of or incurred (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect of: to (a) any breach of any representation, warranty one or more of Purchaser contained Purchaser's warranties or representations in this Agreement; or , or (b) any the breach or nonperformance by Purchaser of any covenant of or obligation to be performed by Purchaser contained in this Agreementhereunder.

Indemnification by Purchaser. Purchaser shall agrees to indemnify Seller and its officers, directors, shareholders, employees, agents and representatives against, and agrees to hold them Seller harmless from, any Losses, as and all Losses incurred (payable promptly upon written request), for or on account of, suffered by Seller relating to or arising from out of or in connection with or otherwise with respect ofany of the following: (a) any breach of or any representation, inaccuracy in any representation or warranty of made by Purchaser contained in this AgreementAgreement ; or (b) any breach of or failure by Purchaser to perform any covenant or obligation of Purchaser contained set out or contemplated in this Agreement.

Indemnification by Purchaser. Purchaser shall will indemnify Seller and its officers, directors, shareholdersstockholders, employees, agents affiliates, successors and representatives againstpermitted assigns (collectively, the “Seller Indemnified Parties”) from and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for against all Losses that the Seller Indemnified Parties may suffer or on account of, sustain by reason of or arising from or in connection with or otherwise with respect of: (a) any breach out of any representation, inaccuracy in any representation or warranty of Purchaser contained in this Agreement; or (b) , or any breach of any covenant or agreement of Purchaser contained in this Agreement.

Indemnification by Purchaser. The Purchaser shall indemnify and hold harmless the Seller in respect of any and its officers, directors, shareholders, employees, agents and representatives against, and agrees to hold them harmless from, any Losses, as all Claims reasonably incurred (payable promptly upon written request), for or on account of, or arising from or by the Seller in connection with or otherwise with respect ofeach and all of the following: (a) any Any breach of any representationrepresentation or warranty made by the Purchaser in this Agreement; and (b) The breach of any covenant, warranty agreement or obligation of the Purchaser contained in this Agreement; or (b) Agreement or any breach of any covenant of Purchaser contained in this Agreementother instrument delivered at the Closing.

Indemnification by Purchaser. From and after Closing, Purchaser shall indemnify Seller and its officers, directors, shareholders, employees, agents and representatives against, and agrees to indemnify Sellers and hold them harmless fromfrom and against any and all Damages which may be asserted against, imposed upon or sustained by Sellers at any Losses, as incurred (payable promptly upon written request), for or on account of, time by reason of or arising from out of the breach, default, inaccuracy or in connection with or otherwise with respect of: (a) any breach failure of any representationwarranties, warranty representations, conditions, covenants or agreements of Purchaser contained in this Agreement; or (b) Agreement or in any breach of any covenant of Purchaser contained in this Agreementcertificate, instrument or document delivered pursuant hereto.

Indemnification by Purchaser. Purchaser shall indemnify Seller and its officershold harmless Sellers and their respective Representatives, directorsSubsidiaries, shareholdersdirect and indirect parent companies, employeesmanagers, agents partners, members, managers, officers and representatives against, directors (the “Sellers Indemnitees”)from and agrees to hold them harmless against all Damages incurred by the Sellers arising from, any Losses, as incurred (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect of: (a) any breach failure by Purchaser to perform any of any representation, warranty of Purchaser contained its covenants or other obligations in this Agreement; orand (b) any breach of any covenant representation or warranty of Purchaser contained in this Agreement.

Indemnification by Purchaser. Purchaser shall agrees to indemnify and hold ham1less Seller and its officers, directors, shareholders, employees, agents Shareholder from and representatives against, against any and agrees to hold them harmless from, any Losses, as all Losses arising out of or incurred (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect of: to (a) any breach of any representation, warranty anyone or more of Purchaser contained Purchaser's warranties or representations in this Agreement; or , (b) any the breach or nonperformance by Purchaser of any covenant or obligation to be performed by Purchaser hereunder, or (c) the breach, nonperformance or non-payment of Purchaser contained in this Agreementany of the Assumed Liabilities.

Indemnification by Purchaser. Purchaser shall be responsible for and shall indemnify Seller the Sellers Indemnitees and its officers, directors, shareholders, employees, agents hold Sellers Indemnitees harmless from and representatives against, against any and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for or on account of, or arising all Losses resulting from or in connection with or otherwise with respect of: (a) any breach of any representation, representation or warranty of Purchaser contained in this Agreement; or (b) any breach of any covenant of Purchaser contained set forth in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller and its officers, directors, shareholders, employees, agents and representatives against, and agrees to hold them harmless from, the Company against any Losses, as Losses actually suffered or incurred by it arising out of or resulting from (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect of: (ai) any the breach of any representation, representation and warranty of made by Purchaser contained in this Agreement; or , or (bii) any the breach of any covenant of or agreement by Purchaser contained in this Agreement.

Indemnification by Purchaser. Purchaser shall will indemnify each Seller and its officers, directors, shareholdersstockholders, employees, agents affiliates, successors and representatives againstpermitted assigns (collectively, the “Seller Indemnified Parties”) from and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for against all Losses that the Seller Indemnified Parties may suffer or on account of, sustain by reason of or arising from or in connection with or otherwise with respect of: (a) any breach out of any representation, inaccuracy in any representation or warranty of Purchaser contained in this Agreement; or (b) , or any breach of any covenant or agreement of Purchaser contained in this Agreement.

Indemnification by Purchaser. The Purchaser shall indemnify Seller and its officershold harmless the Vendor from and against all claims, directorsdamages, shareholderslosses, employeesliabilities, agents costs and representatives againstexpenses (including, without limitation, settlement costs and agrees to hold them harmless fromany legal, court costs, accounting or other expenses for investigating or defending any Losses, as incurred (payable promptly upon written request), for actions or on account of, or arising from or threatened actions) in connection with with: (i) any misrepresentation or otherwise with respect of: breach of any representation or warranty made by the Purchaser in this Agreement; or (aii) any breach of any representationcovenant, warranty agreement or obligation of Purchaser contained in this Agreement; or (b) any breach of any covenant of the Purchaser contained in this Agreement.

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify each Seller and its their respective Affiliates and their respective officers, directors, shareholders, employees, agents agents, successors and representatives againstpermitted assigns (collectively, the “Seller Indemnitees”) from and agrees to hold them harmless from, any against all Losses, as incurred (payable promptly upon written request), for arising out of or on account of, or arising from or in connection with or otherwise with respect ofrelating to: (ai) any a breach of any representation, representation or warranty of made by Purchaser contained in Article V of this Agreement; or (bii) any a breach of any covenant of or obligation to be performed by Purchaser contained in under this Agreement.. 72

Indemnification by Purchaser. Purchaser shall agrees to indemnify Seller and its officers, directors, shareholders, employees, agents and representatives the Company against, and agrees to hold them the Company harmless from, any Losses, as and all Losses incurred (payable promptly upon written request), for or on account of, or suffered by the Company arising from or in connection with or otherwise with respect ofout of any of the following: (a) any breach of or any representation, inaccuracy in any representation or warranty of made by Purchaser contained in this Agreement; or (b) any breach of or failure by Purchaser to perform any covenant or obligation of Purchaser contained set out in this Agreement.

Indemnification by Purchaser. Following the Closing, the Purchaser shall indemnify Seller and its officershold harmless the Seller, directors, shareholders, employees, agents for and representatives against, against any and agrees to hold all Losses actually suffered or incurred by them harmless from, (including any Losses, as incurred (payable promptly upon written requestAction brought or otherwise initiated by any of them), for arising out of or on account of, or arising from or in connection with or otherwise with respect ofresulting from: (a) any breach the failure of any representation, representation or warranty of made by the Purchaser contained in under this AgreementAgreement to be true and accurate when made; or (b) any the breach of or violation of, or failure to perform or fulfill, any covenant of or agreement by Purchaser contained in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller and hold ---------------------------- Stockholder and its officers, directorsdirectors and partners harmless against and in respect of any and all Damages which Stockholder or any such person may suffer, shareholders, employees, agents and representatives against, and agrees incur or become subject to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for or on account arising out of, or arising from or in connection with based upon or otherwise with in respect of: (a) of any inaccuracy in or breach of any representation, representation or warranty of Purchaser contained made in this Agreement; or or pursuant to Sections 2.1(a), (b), (d) and (e) of this Agreement or any breach or nonfulfillment of any covenant or obligation of Purchaser contained in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless the Seller and its officersSeller’s agents, directorsAffiliates, shareholdersRepresentatives and their respective successors and assigns (collectively, employees, agents the “Seller Indemnified Persons”) from and representatives against, against any and agrees to hold them harmless from, all Losses resulting directly or indirectly from (i) any Losses, as incurred (payable promptly upon written request), for or on account breach of, or arising from inaccuracy in, any representation or warranty made by the Purchaser in connection with or otherwise with respect of: this Agreement and (aii) any breach of failure by Purchaser to perform or comply with any representationagreement, warranty of Purchaser contained in this Agreement; or (b) any breach of any covenant of Purchaser contained or obligation in this Agreement.

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify each Seller and its their respective Affiliates and their respective officers, directors, shareholders, employees, agents agents, successors and representatives againstpermitted assigns (collectively, the “Seller Indemnitees”) from and agrees to hold them harmless from, any against all Losses, as incurred (payable promptly upon written request), for arising out of or on account of, or arising from or in connection with or otherwise with respect ofrelating to: (ai) any a breach of any representation, representation or warranty of made by Purchaser contained in Article V of this Agreement; or (bii) any a breach of any covenant of or obligation to be performed by Purchaser contained in under this Agreement.

Indemnification by Purchaser. Purchaser shall hold harmless and indemnify Seller and its officers, directors, shareholders, employees, agents and representatives against, and agrees to hold them harmless from, the Sellers for any Losses, as incurred (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect of: (a) any breach breach, as of the date of this Agreement or as of the Closing Date, of any representation, representation or warranty of the Purchaser contained in this AgreementAgreement or any other agreement or instrument furnished by the Purchaser to the Sellers pursuant to this Agreement (the "Breach" or the "Purchaser Breach"); or (b) any breach of any covenant of Purchaser contained in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller against and its officers, directors, shareholders, employees, agents and representatives against, and agrees hold it harmless from any Losses suffered or incurred by Seller to hold them harmless from, any Losses, as incurred the extent resulting from (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect of: (ai) any breach of any representation, representation or warranty of Purchaser contained in this Agreement; or , (bii) any breach of any covenant of Purchaser contained in this AgreementAgreement or (iii) any failure of Purchaser to pay, discharge or perform, or otherwise comply with, any of the Assumed Liabilities.

Indemnification by Purchaser. (a) Purchaser shall indemnify indemnify, defend and hold harmless Seller and its officers, directors, shareholders, employees, agents and representatives against, and agrees to hold them harmless Indemnified Persons from, any Losses, as incurred (payable promptly upon written request), for or on account of, or arising from or against and in connection with or otherwise with respect of all Losses that arise out of: (ai) any breach the inaccuracy as of the date of this Agreement or the Closing Date of any representation, warranty of representations and warranties made by Purchaser contained in ARTICLE V of this Agreement; or (bii) any breach failure by Purchaser to carry out, perform, satisfy and discharge any of any covenant of Purchaser contained in its covenants, agreements, undertakings, liabilities or obligations under this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify and hold ----------------------------- Seller harmless from and its officersagainst any and all claims, directorsliabilities, shareholderslosses, employeesdamages or expenses, agents including costs of suit and representatives againstcounsel fees, and agrees to hold them harmless fromproximately caused by the breach by Purchaser of any covenant, any Losses, as incurred (payable promptly upon written request), for agreement or on account ofwarranty, or arising from or in connection with or otherwise with respect of: (a) any breach out of the inaccuracy of any representation, warranty representation of Purchaser contained in this Agreement; or (b) any breach of any covenant of Purchaser contained in under this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller and its hold harmless Sellers and each of their Affiliates and respective partners, officers, directors, shareholdersemployees and agents from and against any Damages that any of them actually suffer, employees, agents and representatives against, and agrees to hold them harmless from, any Losses, as incurred incur or sustain resulting from (payable promptly upon written request), for whether or on account of, or not arising from or in connection with or otherwise with respect of: out of third party claims): (ai) any breach of any representation, representation or warranty of made by Purchaser contained in this Agreement; or Agreement and (bii) any breach of any covenant of to be performed by Purchaser contained in pursuant to this Agreement.

Indemnification by Purchaser. The Purchaser shall indemnify Seller agrees to indemnify, defend and hold harmless each of Investview and the Company and its affiliates and its and their respective officers, directors, shareholders, employees, representatives and agents from any and representatives against, and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for all Losses arising out of or on account of, or arising from or in connection with or otherwise with respect ofto: (ai) any inaccuracy in or breach of any representation, warranty of the representations or warranties of Purchaser contained in this Agreement; or (bii) any breach or non-fulfillment of any covenant of covenant, agreement or obligation to be performed by Purchaser contained in pursuant to this Agreement.

Indemnification by Purchaser. The Purchaser shall will indemnify Seller and its officers, directors, shareholders, employees, agents and representatives againsthold harmless the Sellers, and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request)will reimburse the Sellers, for or on account of, or any Damages arising from or in connection with or otherwise with respect ofwith: (a) any breach of any representationrepresentation or warranty made by the Purchaser in this Agreement or in any certificate, warranty of document, writing or instrument delivered by the Purchaser contained in pursuant to this Agreement; or (b) any breach of any covenant or obligation of the Purchaser contained in this Agreement or in any other certificate, document, writing or instrument delivered by the Purchaser pursuant to this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller and hold Stockholder and its officers, directorsdirectors and partners harmless against and in respect of any and all Damages which Stockholder or any such person may suffer, shareholders, employees, agents and representatives against, and agrees incur or become subject to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for or on account arising out of, or arising from or in connection with based upon or otherwise with in respect of: (a) of any inaccuracy in or breach of any representation, representation or warranty of Purchaser contained made in this Agreement; or or pursuant to Sections 2.1(a), (b), (d) and (e) of this Agreement or any breach or nonfulfillment of any covenant or obligation of Purchaser contained in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller and its officershold harmless Sellers in respect of any and all claims incurred by Sellers, directors, shareholders, employees, agents and representatives against, and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect ofeach and all of the following: (a) any Any breach of any representationrepresentation or warranty made by Purchaser in this Agreement; and (b) The breach of any covenant, warranty agreement or obligation of Purchaser contained in this Agreement; or (b) Agreement or any breach of any covenant of Purchaser contained in this Agreementother instrument delivered at the Closing.

Indemnification by Purchaser. The Purchaser shall indemnify will indemnify, defend and save harmless the Seller and its officersAffiliates and their respective Representatives from any Losses suffered by, directorsimposed upon or asserted against any of the Seller indemnitees as a result of, shareholdersin respect of, employees, agents and representatives against, and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for or on account ofconnected with, or arising from out of, under, or in connection with or otherwise with respect of: pursuant to: (a) any breach of breach, default or violation or any representation, representation and warranty of the Purchaser contained in this Agreement; or Agreement and (b) any breach failure of the Purchaser to perform or fulfil any covenant of Purchaser the Seller contained in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify agrees to indemnify, defend and hold harmless Seller and its Seller's respective officers, directors, shareholders, employees, agents counsel, accountants and representatives againstagents, against and agrees to hold them harmless from, in respect of any Lossesand all claims, as incurred (payable promptly and when incurred, arising out of or based upon written request), for or on account of, or arising from or in connection with or otherwise with respect of: (a) any breach of any representation, warranty of Purchaser contained in this Agreement; or (b) any breach of any or covenant of Purchaser contained in this Agreement (including the Exhibits and Schedules attached hereto), or any certificates delivered pursuant to this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller and hold harmless Seller, and its affiliates, officers, directors, shareholdersagents, employees, agents and representatives againstsuccessors, and agrees to hold assigns from any Losses suffered or incurred by any of them harmless from, any Losses, as incurred (payable promptly upon written request), for or on account offor, or arising from out of or in connection with based upon, or otherwise with respect of: (a) relating to any untruth, inaccuracy, or breach of any representation, warranty of Purchaser contained in this Agreement; or (b) any breach of any warranty, agreement, or covenant of Purchaser contained in this Agreement, the schedules relating thereto, or any document or certificate of Purchaser referenced in Section 1.5(b)(ii).

Indemnification by Purchaser. Purchaser shall defend, indemnify and hold Seller harmless from and its officers, directors, shareholders, employees, agents and representatives against, and agrees to hold them harmless fromreimburse Seller on demand for, any Lossesand all obligations, as incurred losses, liabilities, claims, cost or expense (payable promptly upon written requestincluding reasonable attorneys' fees), for whether direct, contingent or consequential, resulting from claims asserted against Seller by any third party relating to the Property and arising out of actions or circumstances occurring on account ofor after Closing, or other than closing arising from or in connection with or otherwise with respect of: (a) any misrepresentation, breach of any representation, warranty of Purchaser contained in this Agreement; or (b) any breach or non-fulfillment of any covenant or agreement on the part of Purchaser contained in Seller under this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller the Selling Shareholders against any and its officersall losses suffered, directorsincurred or sustained by the Selling Shareholders or to which the Selling Shareholders become subject, shareholders, employees, agents and representatives against, and agrees to hold them harmless resulting from, arising out of or relating to any Losses, as incurred (payable promptly upon written request), for misrepresentation or on account of, or arising from or in connection with or otherwise with respect of: (a) any breach of any representation, warranty on the part of Purchaser contained in this Agreement; or (b) hereunder or any breach nonfulfillment of or failure to perform any covenant or agreement on the part of Purchaser contained in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify keep and save Seller and its officers, directors, shareholdersofficers, employees, agents and other representatives against(collectively, and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request"Seller Indemnified Parties"), for or on account offorever harmless from and shall indemnify and defend the Seller Indemnified Parties against any and all Damages, to the extent connected with or arising or resulting from or in connection with or otherwise with respect of: (a) any breach of any representation, representation or warranty of Purchaser contained in under this Agreement; or Agreement or (b) any breach or default by Purchaser of any covenant or agreement of Purchaser contained in under this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller and hold harmless Seller, its officers, directors, shareholders, employees, agents employees and representatives against, and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for or on account of, or controlling persons from Costs arising from or in connection with or otherwise with respect of: (ai) any breach of any representation, representation or warranty of the Purchaser contained in this Agreement; or Agreement or in any document or certificate delivered pursuant hereto and (bii) any breach of any covenant of Purchaser the purchaser contained in this AgreementAgreement or in any document or agreement delivered pursuant hereto.

Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller from and its officersagainst and shall reimburse Seller against and in respect of any and all Losses that Seller shall incur or suffer and which arise from or are attributable to, directors, shareholders, employees, agents and representatives against, and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for or on account by reason of, or arising from or in connection with or otherwise with respect of: (a) any breach or inaccuracy of or any representationfailure to perform or comply with any of Purchaser's representations, warranty of Purchaser warranties, agreements or covenants contained in this Agreement; or (b) any breach of any covenant of Purchaser contained in this Agreement.

Indemnification by Purchaser. The Purchaser shall agrees to indemnify Seller and its officers, directors, shareholders, employees, partners and their respective agents and representatives (the "Seller Indemnified Parties") against, and agrees to hold them harmless from, any Losses, as and all Losses incurred or suffered by any of them (payable promptly upon written request), for or on account of, or any combination thereof) arising from or in connection with or otherwise with respect of: (a) out of any breach of or any representation, inaccuracy in any representation or warranty of made by Purchaser contained in pursuant to this Agreement; or (b) , and any breach of or failure by Purchaser to perform any covenant or obligation of the Purchaser contained set out in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller and its Seller’s shareholders, officers, directors, shareholders, employees, agents successors and representatives assigns and each of them against, and agrees to hold them it harmless from, any LossesLosses arising from, as incurred (payable promptly upon written request), for or on account of, or arising from or in connection with relating to or otherwise with in respect of: of (a) Purchaser’s Breach or failure to perform any breach agreement, covenant, term, condition or provision contained herein or in any of any representation, warranty of Purchaser contained in this Agreementthe Leases; or (b) any breach a Breach by Purchaser of any covenant of Purchaser contained in this Agreement.its representations and warranties under Article IV; or (c) any

Indemnification by Purchaser. Following the Closing, Purchaser shall indemnify and hold harmless Seller and its officersRepresentatives and Affiliates (including the Company prior to Closing) (collectively, directors, shareholders, employees, agents and representatives againstthe “Seller Indemnified Persons”) for, and agrees shall pay to hold them harmless from, the Seller Indemnified Persons the amount of any Losses, as incurred (payable promptly upon written request), for Damages arising out of or on account of, or arising resulting from or in connection with or otherwise with respect of: (a) any breach of any representation, representation or warranty of made by Purchaser contained in this Agreement; or , or (b) any breach by Purchaser of any covenant or obligation of Purchaser contained in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller and its officers, directors, shareholders, employees, agents and representatives against, and hereby agrees to indemnify and hold them harmless fromthe Sellers and their successors and assigns for the full amount of all losses, any Lossesclaims, as incurred (payable promptly upon written request), for or on account ofexpenses, or liabilities (including without limitation reasonable attorneys' fees) arising from or in connection with or otherwise with respect of: relating to (ai) any breach of any representation, warranty of the representations and warranties made by Purchaser contained in this Agreement; or , and (bii) any breach of any covenant failure of Purchaser contained to duly perform any covenants in this AgreementAgreement to be performed by the Purchaser.

Indemnification by Purchaser. Following the Closing, Purchaser shall indemnify and hold harmless Seller and its officersRepresentatives and Affiliates (collectively, directors, shareholders, employees, agents and representatives againstthe “Seller Indemnified Persons”) for, and agrees shall pay to hold them harmless the Seller Indemnified Persons the amount of any Damages arising out of or resulting from, any Losses, as incurred (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect of: : (a) any breach of any representation, representation or warranty of made by Purchaser contained in this Agreement; or , or (b) any breach by Purchaser of any covenant or obligation of Purchaser contained in this Agreement.

Indemnification by Purchaser. Purchaser shall hereby agrees to indemnify Seller and its Affiliates and their respective officers, directors, shareholders, employees, agents directors and representatives employees (the “Seller Indemnified Parties”) against, and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for or on account of, or arising Loss to the extent such Loss arises from or in connection with or otherwise with respect ofthe following: (ai) any breach by Purchaser of any representation, representation or warranty contained in this Agreement; (ii) any breach by Purchaser of Purchaser any covenant contained in this Agreement; or (biii) any breach of any covenant of Purchaser contained in this AgreementAssumed Liability.

Indemnification by Purchaser. Except as otherwise expressly provided in this Agreement, Purchaser shall indemnify Seller and its officersemployees, directors, shareholders, employees, agents officers and representatives against, owners (collectively referred to herein as “Seller Indemnified Parties”) against and agrees to hold them harmless from, from any Losses, as Losses suffered or incurred (payable promptly upon written request), by Seller Indemnified Parties for or on account of, of or arising from or in connection with or otherwise with respect of: (a) any breach of any representation, representation or warranty of Purchaser contained in this Agreement; or , or (b) any breach of any covenant or agreement of Purchaser contained in this Agreement or any agreement entered into by Purchaser pursuant to this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify fully indemnify, protect and hold harmless the Seller and its officers, directors, shareholders, employees, agents the Seller Parties from and representatives against, and agrees to hold them harmless from, any Losses, as against all Losses incurred (payable promptly upon written request), for by the Seller or on account of, or the Seller Parties arising from or as a result of: (i) any inaccuracy or misrepresentation in connection with any representation or otherwise with respect of: warranty of the Purchaser made herein or (aii) any breach of or failure to perform any representationcovenant, warranty agreement or obligation of the Purchaser contained in this Agreement; or (b) Agreement or any breach of any covenant of Purchaser contained in this Agreementagreement, document or certificate delivered hereunder.

Indemnification by Purchaser. Purchaser shall indemnify Seller and its officershold Vendor harmless from and against any Losses which may be made against it or which it may suffer or incur as a result of, directors, shareholders, employees, agents and representatives against, and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for or on account arising out of, or arising from or in connection with or otherwise with respect ofrelating to: (a) any violation, contravention or breach of any representationcovenant, warranty agreement, or obligation of Purchaser contained in under or pursuant to this Agreement; or (b) any incorrectness in, or breach of of, any covenant of representation or warranty made by Purchaser contained in Section 4.3, the Schedules annexed hereto or in any certificate or other document delivered or given by the Purchaser pursuant to this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify each Seller and its affiliates and each of their respective officers, directors, shareholdersemployees, employeesstockholders, agents and representatives against, (the “Seller Indemnified Parties”) against and agrees to hold them harmless from any Losses suffered or incurred by any such Seller Indemnified Parties arising from, any Losses, as incurred (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect of: (ai) any breach of any representation, representation or warranty of Purchaser contained in this Agreement; or Agreement or in any certificate delivered pursuant hereto, (bii) any breach of any obligation, covenant or agreement of Purchaser contained in this Agreement.

Indemnification by Purchaser. Purchaser shall hereby agrees to indemnify Seller and hold harmless the Company and its officerssuccessors and assigns for the full amount of losses, directorsclaims, shareholders, employees, agents and representatives against, and agrees to hold them harmless from, any Losses, as incurred expenses or liabilities (payable promptly upon written request), for or on account of, or including without limitation reasonable attorneys' fees) arising from or in connection with or otherwise with respect of: relating to (ai) any breach of any representation, warranty of the representations and warranties made by Purchaser contained in this Agreement; or , and (bii) any breach failure of Purchaser duly to perform any covenant of Purchaser contained in this AgreementAgreement to be performed by Purchaser.

Indemnification by Purchaser. Purchaser shall indemnify each Seller and its affiliates and each of their respective officers, directors, shareholdersemployees, employeesstockholders, agents and representatives against, and agrees to hold them harmless from, any LossesLoss, as incurred (payable promptly upon written request), for or on account of, of or arising from or in connection with or otherwise with respect of: to (ai) any breach of any representation, representation or warranty of Purchaser contained in this Agreement; or Agreement and (bii) any breach of any covenant of Purchaser contained in this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify Seller and its officers, directors, shareholders, employees, agents hold Vendors harmless from and representatives against, and agrees to hold them harmless from, against any Losses, Losses which may be made against Vendors or which Vendors may suffer or incur as incurred (payable promptly upon written request), for or on account a result of, arising out of or arising from or in connection with or otherwise with respect ofrelating to: (a) 7.3.1 any violation, contravention or breach of any representationcovenant, warranty agreement or obligation of Purchaser contained in under or pursuant to this Agreement; 7.3.2 the Assumed Liabilities; or (b) 7.3.3 any incorrectness in, or breach of of, any covenant of representation or warranty made by Purchaser contained in this AgreementSection 4.2.

Indemnification by Purchaser. Purchaser shall will indemnify Seller Seller, its Affiliates, and its their respective officers, directors, shareholders, employees, employees and agents (the “Seller Indemnified Parties”) and representatives against, and agrees to hold them harmless from, from and against any Losses, as Damages suffered or incurred (payable promptly upon written request), for or on account of, or by any such indemnified party to the extent arising from or in connection with or otherwise with respect of: (a) any breach of any representation, representation or warranty of Purchaser contained in this Agreement; or (b) any breach of any covenant or agreement of Purchaser contained in this Agreement; or (c) the Assumed Liabilities.

Indemnification by Purchaser. Purchaser shall agrees to defend, indemnify and hold harmless Seller and its each of Seller’s officers, directors, shareholdersand employees (each a “Seller Indemnified Party”), employeesfrom and against any Damages arising out of, agents and representatives against, and agrees to hold them harmless resulting from, any Losses, as incurred (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect ofwith: (a) any material misrepresentation or breach of any representation, representation or warranty of made by Purchaser contained in this Agreement; orand (b) any breach of any covenant the failure of Purchaser contained to substantially perform or observe in all respects any covenant, agreement or provision to be performed or observed by it pursuant to this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify The Seller and its Affiliates, Representatives, officers, directors, shareholders, employees, agents successors and representatives against, assigns shall be indemnified and agrees to hold them held harmless from, by the Purchaser for and against any and all Losses, as incurred (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect ofwith: (a) any breach the Breach of any representation, representation or warranty made by the Purchaser contained in this Agreement; (b) the Breach of any covenant or agreement made by the Purchaser contained in this Agreement; or (bc) any breach act of fraud by the Purchaser or any covenant officer, director, Affiliate or employee of the Purchaser contained in related to this Agreement.

Indemnification by Purchaser. Purchaser shall agrees to indemnify Seller and its officershold the Company, the Holders and the Company's directors, shareholdersofficers, employees, fiduciaries, agents and representatives againstAffiliates and each other person, and agrees to hold them if any, who controls such persons harmless from, against any Losses, as incurred (payable promptly upon written request), for Loss or on account of, Losses which arise out of or arising result from or in connection with or otherwise with respect of: are related to (a) any breach of any representation, warranty by or failure of Purchaser contained in this Agreement; or to perform any of its covenants or agreements set forth herein, or (b) any breach the inaccuracy of any covenant of representation or warranty made by Purchaser contained in this Agreementherein.